TURQUOISE HILL RESOURCES LTD.
(the "Company")
POSITION DESCRIPTION FOR
CHAIR OF THE BOARD


The role of the Chair is critical to the effective functioning of the Board. The Chair sets the tone for the relationship between the Board and Management, plays a significant role in the development of the Company's strategic direction and acts as a spokesperson for the Company in its relationships with shareholders and other stakeholders.

The Chair of the Board is appointed by the directors.

The roles and responsibilities of the Board Chair include:

  1. Leadership of the Board, ensuring its effectiveness in all aspects of its oversight and monitoring role.
  1. Ensuring good governance practices at the Board level and setting the ethical tone of the Board.
  1. Managing conflicts of interests.
  1. Setting the agenda, in consultation with the CEO of the Company, to ensure all relevant matters to the Company are addressed at Board meetings.
  1. Ensuring the provision of accurate, timely, complete, relevant, honest and clear information to the directors.
  1. Upholding rigorous standards of preparation for Board meetings so that all directors have read the materials in advance to ensure effective discussions and decision making.
  1. Chairing meetings of the Board in accordance with the By-laws of the Company and Canadian corporate law.
  1. Ensuring adequate participation of all Board members in discussions and decision making.
  1. Ensuring effective communication with all shareholders.
  1. Chairing meetings of the shareholders of the Company in accordance with the By-Laws of the Company and Canadian corporate law.
  1. Facilitating Board discussions to ensure core issues facing the Company are addressed in the Company's best interests.
  1. Promoting constructive and respectful relations among Board members and between the Board and Management.
  1. Monitoring how the Board works together and how individual directors perform.
  1. Identifying and participating in the selection of new Board members along with the Nominating and Corporate Governance Committee.
  1. Overseeing a formal succession plan for the Board, the CEO and certain key Management positions.
  1. Fulfilling any other duties as provided for in the By-Laws of the Company.